EFTA01367677

sethements shall be rounded to the nearest cent. J. Other Terms Calculation Agent. Party A The Calculation Agent shall have no responsibility for good faith won or omissions in respect of any calculations or determinations contemplated herein, and its calculations and determinations shall, in the absence of manifest error, be final, conclusive and binding on Party A and Party B provided that Party A has acted in pod faith and in a commercially reasonable meaner. Early Termination Option: Correction to Published Prices: Party B shall have the option to designate my Business Day as an early lamination date (the 'Party B Optional Early Termination Date) in respect of this Transaction, provided that Party B must notify Party A of its intention to terminate prier to 10 CO B.M. New York time on any such date. If such notification is received by Pasty A after 0:C0 a.m. New York time. the Party B Optional Early Termination Date will be the next following Business Day. Party A shall have the option to designate an early termination dais in respect of this Transaction by notifying Party B on any Business Day of its intention to terminate. The cony termination date (the "Party A Optional Early Termination Date') in respect of any such early termination by Party A will be the fourteenth (14m) calendar day following Pony A's notice of early termination (provided that if such day is not a Business Day, the Party A Optional Early Termination Date will be the next following Business Day). The Party A Optional Early Termination Date and the Party B Optional Early Termination Date are each referred to herein from time to time as the "Optional Early Termination Date". On the Optional Early Termination Date, the Calculation Agent shalt determine the amount, if any. which is payable between the parties in relation to this Transaction. Such amount shall be calculated on the basis of Section 2 of this Agreement, where the Final Index Value is the Index Closing Value on the Optional Early Termination Date. In effecting such determination. the Calculation Agent shall take into account the impact of discounting with respect to the relevant Calculation Period. For purposes of calculating the Index CIOMIlg Value on any day. if a closing race published or announced on any given day and used or to be used by the Calculation Agent to determine the Index Closing Value is subsequently corrected• and the correction is published or announced by the person responsible for that publication or announcement within 30 calendar days of the original publication or announcement, either party may nod the other party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than 10 calendar days after publication or announcement of the correction, a party gives notice that an amount is so payable, the party that originally either received or retained such amount will; not later than three flanking Days eller the receipt of that notice, pay, subject to any applicable conditions precedent. to the other party that amount, together with interest on that amount (at 11 rate per annum that the Calculation Agent determines to be the spot offered rate for deposits in the payment currency in the London interbank market at approximately 11:00 a.m., London time on the relevant payment date) for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment Of the refund of payment resulting from the correction. dyad.* EWA AO pair.triened ureic Gionion Owthno Law (tot,•wi oulNyly flee fl ees, 'WSW Supernowy Aunweily) are Of Wit Poidenwil Rogation Aeorey Unfair:110 krerlfri of 1st Pra,u R•fpArcc,. .%-ecev, and Fria.OPCsr#Vet tWtratt/10" erewwufd uKb,Meaf Jut a • rre.Sw al Oro UM*, Sin Lif NAV, Deutle• lank AO • • nen 1 war? naarpecs• Reubl• or Gni ,. late I4 30 COO 00411Wallidailfilliada&r. enrol thrataiwo NO rt ENier0 ••• W••• IRC00000 "la ila empiand say at WrCralar FOne..1 .11 LOMOO fat• 20e CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0059276 CONFIDENTIAL SONY GM_00205460 EFTA01367677